The drafting and maintenance of minutes of meetings has traditionally and for long been core functions of the Company Secretary.
Justifiably so, for, the Company Secretary doesn’t merely writes minutes, he writes history- the history of the company, the history of the corporate sector and in a vicarious manner, of the economy and the country. The minutes are the summary of the distilled wisdom of the Board of directors, their view, thoughts and aspirations that provide strategic guidance and a road map for ensconcing it on the growth trajectory.
No doubt, it is duty of the Companies Secretary to comply with the Secretarial Standard. The Company Secretary, in his role as minutes writer, needs to be aware of the onerous responsibility cast upon him, in as much as, every decision that is taken, including how and why it was taken will be cast in stone by his minting. It is imperative for the Company Secretary to thus keep in mind the rule of interpretation while drafting them.
“After the enforcement of Companies Act, 2013 Ministry of Corporate Affairs (MCA) vides letter No. 1/3/2014-CL-I dated April 10th, 2015 has accorded its approval under Section- 118(10) of Companies Act, 2013.”
As per SS Minutes means “a formal written record, in physical or electronic form, of the proceeding of a Meeting”.
PROVISIONS APPLICABLE FOR PREPARATION OF MINUTES
A. Section 118 of Companies Act, 2013 is relating to Minutes of General Meeting.
B. Rule- 25 of the Companies (Management and Administration) Rules, 2014.
C. Secretarial Standard- II issued by ICSI given the provisions of Maintenance of Minutes.
PROCEDURE OF MAINTENANCE OF MINUTES:
(Company can’t maintain minutes in both manner altogether physical and some in electronic form. Company must be uniform in maintenance of Minutes whether in physical or electronic)
PRECAUTIONS TO BE TAKEN WHILE PREPARING THE MINUTES:
a. PAGE NUMBERING:
i. The pages of the Minutes Books shall be consecutively numbered. This shall be followed “irrespective of a Break” in the book arising out of periodical binding in case of the Minutes.
(E. g. If Company done two general meeting. Pages in minutes of first Board Meeting was 5 and pages in second Board Meeting was 8 Then pages will be numbered as follow:1,2,3,4,5,6,7,8,9,10,11,12,13. Minutes should be consecutively numbered without any break).
ii. This shall be equally applicable for maintenance of Minutes Book in electronic form with Timestamp.
iii. In the event any page or part thereof in the Minutes Book is left blank, it shall be Scored Out and initialed by the Chairman who signs the Minutes.
b. BINDING OF MINUTES:
i. If maintained in loose-leaf form, shall be bound periodically depending on the size and volume and coinciding with one or more financial years of the company.
ii. Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner.
iii. There shall be a proper locking device to ensure security and proper control to prevent removal or manipulation of the loose leaves
c. Place of keeping of Minutes:
i. Minutes of the General Meeting shall be kept at the Registered Office of the company or
ii. If Company want to maintain any place other then Registered Office of the Company, than company will pass a Board Resolution for the same in the Meeting of Board of Directors.
ENTRY IN MINUTES BOOK
i. TIME PERIOD for Entry:
ii. DUTY of Entry in Minutes Book:
iii. Record of Entry in Minutes Book:
SIGNING AND DATING OF MINUTES:
A. Who is authorized to sign Minutes?
In the Event of Death or Inability of that Chairman:
How to Sign Minutes?
If minutes are prepared in electronic mode then how they will get sign?
If the Minutes are maintained in electronic form, the Chairman shall sign the Minutes digitally.
INSPECTION AND EXTRACTS OF MINUTES:
Who can inspect the Minutes of General Meeting?
Even earlier, provided the same is certified by the Chairman or any Director or the Company Secretary.
Who can get the extracts of the Minutes of Board Meeting and Committee Meeting?
Only “MEMBERS” can inspect the Minutes.
PRECAUTIONS TO BE TAKEN DURING INSPECTION:
While providing Minutes book for inspection, The Company Secretary or the official of the Company authorized by the Company Secretary to facilitate inspection shall take all precautions to ensure that the Minutes Book is in mutilated or in any way tampered with by the person inspecting.
PRESERVATION OF RECORDS:
Duration for Preservation:
Minutes books shall be preserved PERMANENTLY, whether in Physical or Electronic form.
Office copy of Notice, Scrutinizer’s Report and related papers:
a. Duration of preservation:
Office copies of Notice, Scrutinizer’s Report and other related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later.
b. How to destroy:
May be destroyed thereafter with the approval of the Board
A. CUSTODIAN OF MINUTES BOOK:
CONTENT OF THE MINUTES:
Content of the Minutes are divided into two parts:
1. General Contents: General Contents include the following below given:
a) State at Beginning: At the beginning minutes shall state the followings:
(This is New and important concept that “Minutes will record Day, Date, Venue and time at the Beginning of the Meeting and at Conclusion of the Meeting)
b) Person Presents:
Precautions while preparation of Minutes:
2. Specific Contents:
After mention the general content in Minutes, below given are the Specific contents:
a. Record of Election of Chairman of Meeting :
b. Documents Available for Inspection:
The fact that certain Registers, Documents, the Auditors’ Report and Secretarial Audit Report, as prescribed under the Act were available for inspection.
c. Record presence of quorum:
Chairman will check the quorum and record the quorum.
d. Presence of Member:
Minutes will record the Number of members present in person including representative.
e. Recording of Proxies:
Minutes will record the Number of proxies present and number of shares represented by them.
Company will collect “Proxy Form” from the Proxies.
f. Presence of Committees Chairman:
Take note the presence of Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholder Committee or their authorized representative.
g. Opening remark of the Chairman:
Chairman will provide the summary on remarks.
h. Presence of Auditors and Others:
Take note the presence of Secretarial Auditor, Statutory Auditor or their authorized representative, the Court/Tribunal appointed observers or scrutinizers.
i. Reading of Qualifications/ Observations:
j. Secretarial Audit Report: Chairman will read the comments or other remarks as mentioned in the Secretarial Auditor.
k. Other items to be mention in Minutes:
l. Each Resolution should mention the followings:
B. RECORDINGS OF MINUTES:
a. Minutes shall contain a fair and correct summary of the proceedings of the Meeting:
b. Minutes shall be written in clear, concise and plain language:
MAJOR COMPLIANCE’S RELATING TO MINUTES:
The Annual Report and Annual Return of a company shall disclose the
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at email@example.com)